FRANKLIN TEMPLETON DEFINED CONTRIBUTION SERVICES DEFINED CONTRIBUTION PLAN

Equity Contribution Agreement

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Title: FRANKLIN TEMPLETON DEFINED CONTRIBUTION SERVICES DEFINED CONTRIBUTION PLAN
Date: 2/17/2006
Industry: CHMMFG Sector: BASICM

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Exhibit 4.6

FRANKLIN TEMPLETON DEFINED CONTRIBUTION SERVICES
DEFINED CONTRIBUTION PLAN

Defined Contribution Prototype Plan

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

ARTICLE II
ADMINISTRATION


2.1	POWERS AND RESPONSIBILITIES OF THE EMPLOYER	12
2.2	DESIGNATION OF ADMINISTRATIVE AUTHORITY	13
2.3	ALLOCATION AND DELEGATION OF RESPONSIBILITIES	13
2.4	POWERS AND DUTIES OF THE ADMINISTRATOR	13
2.5	RECORDS AND REPORTS	14
2.6	APPOINTMENT OF ADVISERS	14
2.7	INFORMATION FROM EMPLOYER	14
2.8	PAYMENT OF EXPENSES	14
2.9	MAJORITY ACTIONS	14
2.10	CLAIMS PROCEDURE	15
2.11	CLAIMS REVIEW PROCEDURE	15

ARTICLE III
ELIGIBILITY


3.1	CONDITIONS OF ELIGIBILITY	15
3.2	EFFECTIVE DATE OF PARTICIPATION	15
3.3	DETERMINATION OF ELIGIBILITY	16
3.4	TERMINATION OF ELIGIBILITY	16
3.5	REHIRED EMPLOYEES AND BREAKS IN SERVICE	16
3.6	ELECTION NOT TO PARTICIPATE	17
3.7	CONTROL OF ENTITIES BY OWNER-EMPLOYEE	17

ARTICLE IV
CONTRIBUTION AND ALLOCATION


4.1	FORMULA FOR DETERMINING EMPLOYER’S CONTRIBUTION	17
4.2	TIME OF PAYMENT OF EMPLOYER’S CONTRIBUTION	17
4.3	ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS	17
4.4	MAXIMUM ANNUAL ADDITIONS	22
4.5	ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS	25
4.6	ROLLOVERS	26
4.7	PLAN TO PLAN TRANSFERS FROM QUALIFIED PLANS	27
4.8	VOLUNTARY EMPLOYEE CONTRIBUTIONS	27
4.9	QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS	28
4.10	DIRECTED INVESTMENT ACCOUNT	28
4.11	INTEGRATION IN MORE THAN ONE PLAN	30
4.12	QUALIFIED MILITARY SERVICE	30

Defined Contribution Prototype Plan

ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS


6.1	DETERMINATION OF BENEFITS UPON RETIREMENT	30
6.2	DETERMINATION OF BENEFITS UPON DEATH	30
6.3	DETERMINATION OF BENEFITS IN EVENT OF DISABILITY	31
6.4	DETERMINATION OF BENEFITS UPON TERMINATION	32
6.5	DISTRIBUTION OF BENEFITS	33
6.6	DISTRIBUTION OF BENEFITS UPON DEATH	37
6.7	TIME OF DISTRIBUTION	40
6.8	DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY	40
6.9	LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN	40
6.10	IN-SERVICE DISTRIBUTION	40
6.11	ADVANCE DISTRIBUTION FOR HARDSHIP	41
6.12	SPECIAL RULE FOR CERTAIN PROFIT SHARING PLANS	41
6.13	QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION	42
6.14	DIRECT ROLLOVERS	42
6.15	TRANSFER OF ASSETS FROM A MONEY PURCHASE PLAN	42
6.16	ELECTIVE TRANSFERS OF BENEFITS TO OTHER PLANS	43

ARTICLE VII
TRUSTEE AND CUSTODIAN


7.1	BASIC RESPONSIBILITIES OF THE TRUSTEE	43
7.2	INVESTMENT POWERS AND DUTIES OF DISCRETIONARY TRUSTEE	44
7.3	INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE	46
7.4	POWERS AND DUTIES OF CUSTODIAN	47
7.5	LIFE INSURANCE	48
7.6	LOANS TO PARTICIPANTS	48
7.7	MAJORITY ACTIONS	49
7.8	TRUSTEE’S COMPENSATION AND EXPENSES AND TAXES	49
7.9	ANNUAL REPORT OF THE TRUSTEE	50
7.10	AUDIT	50
7.11	RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE	50
7.12	TRANSFER OF INTEREST	51
7.13	TRUSTEE INDEMNIFICATION	51
7.14	EMPLOYER SECURITIES AND REAL PROPERTY	51

ARTICLE VIII
AMENDMENT, TERMINATION AND MERGERS


8.1		AMENDMENT			51

Defined Contribution Prototype Plan


8.2	TERMINATION	52
8.3	MERGER, CONSOLIDATION OR TRANSFER OF ASSETS	52

ARTICLE IX
TOP HEAVY PROVISIONS


9.1	TOP HEAVY PLAN REQUIREMENTS	52
9.2	DETERMINATION OF TOP HEAVY STATUS	53

ARTICLE X
MISCELLANEOUS


10.1	EMPLOYER ADOPTIONS	54
10.2	PARTICIPANT’S RIGHTS	54
10.3	ALIENATION	54
10.4	CONSTRUCTION OF PLAN	55
10.5	GENDER AND NUMBER	55
10.6	LEGAL ACTION	55
10.7	PROHIBITION AGAINST DIVERSION OF FUNDS	55
10.8	EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE	55
10.9	INSURER’S PROTECTIVE CLAUSE	55
10.10	RECEIPT AND RELEASE FOR PAYMENTS	56